SEC 批准 Travel + Leisure Co. 豁免“不适格发行人”认定，系和解判决后的例行行政救济

UNITED STATES OF AMERICA

Before the

SECURITIES AND EXCHANGE COMMISSION


SECURITIES ACT OF 1933
Release No. 11452 / October 21, 2026


In the Matter of

Travel + Leisure Co.



ORDER UNDER RULE 405 OF THE
SECURITIES ACT OF 1933, GRANTING
WAIVER FROM BEING INELIGIBLE
ISSUER



Travel + Leisure Co. (“TNL”) has submitted a letter, dated September 29, 2026,
requesting relief from TNL being considered an “ineligible issuer” under clause (1)(vi) of the
definition of ineligible issuer in Rule 405 of the Securities Act of 1933 (“Securities Act”) due to
the entry of a settlement and final judgment (the “Judgment”) against TNL on October 20, 2026.
The Judgment, among other things, enjoins TNL from violations, under certain circumstances,
of Sections 17(a)(2) and 17(a)(3) of the Securities Act.
Under clause (1)(vi) of the definition of ineligible issuer in Rule 405 of the Securities
Act, an issuer becomes an ineligible issuer and thus unable to avail itself of well-known
seasoned issuer status, if “[w]ithin the past three years (but in the case of a decree or order
agreed to in a settlement, not before December 1, 2005), the issuer was made the subject of any
judicial or administrative decree or order arising out of a governmental action that: (A)
[p]rohibits certain conduct or activities regarding, including future violations of, the anti-fraud
provisions of the federal securities laws…”
Under clause (2) of the definition of ineligible issuer in Rule 405 of the Securities Act,
an issuer shall not be an ineligible issuer if the Commission determines, upon a showing of good
cause, that it is not necessary under the circumstances that the issuer be considered an ineligible
issuer.
The Commission has determined that TNL has made a showing of good cause under
clause (2) of the definition of ineligible issuer in Rule 405 of the Securities Act and that TNL
should not be considered an ineligible issuer by reason of the entry of the Judgment. Any
different facts or circumstances from those represented in the letter or failure to comply with the
terms of the Judgment would require us to revisit our determination that good cause has been
shown and could constitute grounds to revoke or further condition the waiver. The Commission
reserves the right, in its sole discretion, to revoke or further condition the waiver under those
circumstances.


2
Accordingly, the relief described above from TNL being an ineligible issuer under Rule
405 of the Securities Act is hereby granted.

By the Commission.

Vanessa A. Countryman
Secretary